17 july 2018 - alstom.com - presentation... · © alstom sa, 2018. all rights reserved. information...

Paris

17 July 2018

2018 Shareholders’ Meeting

Henri POUPART-LAFARGE – Chairman & CEO

Introduction

Pierrick LE GOFF – General Counsel

Opening

© ALSTOM SA, 2018. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will apply to any particular project. This will depend on the technical and commercial circumstances. It is provided without liability and is subject to change without notice. Reproduction, use or disclosure to third parties, without express written authorisation, is strictly prohibited.

ALSTOM – 17/07/2018 – P 4

SPECIAL MEETING RESULTS

1. Removal of double voting rights and corresponding amendments of the by-laws

2. Powers to carry out legal formalities


ALSTOM – 17/07/2018 – P 5

AGENDAOF THE SHAREHOLDERS’

MEETING

Notice of meeting,pages 3 and 4

RESOLUTIONS

Notice of meeting,pages 60 to 104


The year in images


Success of 2020 strategy


ALSTOM – 17/07/2018 – P 8

€25

€30

€35

€40

€45

Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18

Alstom SBF 120

Share performance since 1 year

+28% over one year (SBF 120 +5%)

Proposed dividend distribution at €0.35 per share, up 40%

Share price at closing: 12 July 2018


ALSTOM – 17/07/2018 – P 9

Alstom’s strategy for 2020

ORGANIC

GROWTH

BOOSTED

BY

SELECTIVE

ACQUISITIONS

CUSTOMER-FOCUSED ORGANISATION1

DIVERSE AND ENTREPRENEURIAL PEOPLE 5

OPERATIONAL AND ENVIRONMENTAL EXCELLENCE4

VALUE CREATION THROUGH INNOVATION 3

COMPLETE RANGE OF SOLUTIONS2

OUR

STRATEGY

OUR VALUES

TEAM, TRUST & ACTIONETHICS & COMPLIANCE

OUR BRAND POSITIONING

OUR

VISIONPREFERRED

PARTNERFOR

TRANSPORTSOLUTIONS

DESIGNING FLUIDITY


ALSTOM – 17/07/2018 – P 10

Customer-focused organisationOrders evolution

2014/15 2015/16 2016/17 2017/18

Orders (in € billion)

Europe Amériques MEA Asie-Pacifique

10.610.010.0

7.2

UAE: Dubai 2020 metro system, €1.3bn

No major projects booked

India:800 eLocos withmaintenance,€3.5bnSouth Africa:

Suburban trains for PRASA, €4bn

USA: High speed trains and services for Amtrak, €1.8bn

A solid backlog giving visibility

Americas Asia Pacific


ALSTOM – 17/07/2018 – P 11

Customer-focused organisationOrders evolution

2014/15 2015/16 2016/17 2017/18

Almost 30% increase in sales over the last 4 years

Sales (in € billion)

6.26.9

7.38.0


ALSTOM – 17/07/2018 – P 12

Customer focused organisation34,500 employees at end of March 2018

AMERICAS

5,100 (+32%)EMPLOYEES

EUROPE

ASIA PACIFIC


MIDDLE EAST


AFRICA


2015 2018 2015 20182015 2018

2015 2018

Expanding worldwide presence to meet the needs of the globalising market (+23% since 2015)


ALSTOM – 17/07/2018 – P 13

PRASA new facility in South Africa

EKZ’s Astana facility in Kazakhstan

New site in Madhepura, India

Alstom’s new facility in Sri City, India

Customer-focused organisationCapex

New sites to meet customers’ growing demand for a local presence€159m spent out of c. €300m transformation capex

202

103 94

47108

2016/17 2017/18

Capex (in € million)

Capex Transformation Capex

150


ALSTOM – 17/07/2018 – P 14

Complete range of solutions Sales breakdown

57% of sales in Signalling, Systems and Services(almost at 2020 objective)

2014/15 2015/16 2016/17 2017/18

Rolling stock Systems Signalling Services

8.06.9 7.3

6.2

57%47%

Sales (in € billion)


ALSTOM – 17/07/2018 – P 15

Complete range of solutions Focus on systems

Alstom n°1 in urban systems worldwide

Projects in revenue service On-going projects

Metro ext DubaiTramway Cuenca

Tramway Rio

Tramway Jerusalem

Tramway Nottingham

Tramway Barcelona

Tramway OuarglaTramway MostaganemTramway Setif

Tramway Lusail

Tramway Dubai Tramway Sydney

Metro Sao Paulo Metro Riyadh

Metro Singapore

Metro Lausanne

Metro Istanbul

Metro Athens

Metro Cairo

Metro Los Teques

Metro Mexico

Metro Guadalajara

Metro Panama L1&L2

Metro Caracas

Metro Manila

VHST UK CTRL

VHST France CNM

Tramway AlgiersTramway OranTramway Constantine

Metro Hanoi

Metro Montreal


ALSTOM – 17/07/2018 – P 16

Value creation through innovationR&D

Sustained R&D investments

248

278

3.4% 3.5%

2016/17 2017/18

0

50

100

150

200

250

R&D gross costs (in € million)


ALSTOM – 17/07/2018 – P 17

Value creation through innovationMain programmes in rolling stock

Renewal of all our rolling stock ranges

Tramway: Citadis X05

Metro: Metropolis

Regional: Coradia Stream

High-Speed: Avelia

Locomotives: Prima

ROLLING STOCK


ALSTOM – 17/07/2018 – P 18

Value creation through innovationMain programmes Services and Systems

Making tomorrow’s mobility a reality today

APPITRACK: Successful operation in Riyadh

SRS for tram in commissioningin Nice

Partnership with Volvofor Electric Road Systems (APS)

SERVICES SYSTEMS

New mobility solutions:

• Successful tests for driverless tramin depot

• Investment in autonomous shuttlesystem (Easymile)

Commercial success for Healthhub, deploying predictive maintenance


ALSTOM – 17/07/2018 – P 19

Value creation through innovationRecent major launches

Coradia iLint: First commercial successin Germany, passenger service in 2018

Award of 2018 GreenTec Mobility prize

Approval by the German Railway Office granted on 11 July 2018

Aptis: currently in tests across Europe

Innovation label at Busworld’s awards


ALSTOM – 17/07/2018 – P 20

Value creation through innovationInvesting in smart mobility

Optimet Orban map, an intelligent metro map to give real-time information to passengers

Optimet real-time train occupancy, visualaid for passenger to decide their position on the platforms

Mastria, the first multimodal supervision solution Nomad Digital and 21net, acquisitionof world leaders in on-board connectivity


ALSTOM – 17/07/2018 – P 21

Volume increase

Portfolio mix improvement

On-going initiatives for operational excellence

Operational excellenceContinued strong operational performance

298

366

421

514

4.8%5.3%

5.8%6.5%

2014/15 2015/16 2016/17 2017/18

Adjusted EBIT(in € million)

% change reported

+72%

As % of sales


ALSTOM – 17/07/2018 – P 22

Operational excellenceExcellence in delivery: solid project execution

PRASA project, South Africa

eLoco project, India

Amtrak project, USA


ALSTOM – 17/07/2018 – P 23

Environmental excellencePreparing the future of mobility

Committed to forwarding sustainable mobility in the public arena

One Planet Summit Hydrogen Council at COP23


ALSTOM – 17/07/2018 – P 24

CSR and Ethics & Compliance

First AFAQ ISO 37001 certification for anti-bribery management system awarded by AFNOR

Alstom selected in the Dow Jones Sustainability Worldand Europe indices for the 7th consecutive yearand now part of the top 5% assessed companies

Alstom scores B at CDP’s 2017 climate change questionnaire

Strong external recognition of Alstom CSR and Ethics & Compliance


ALSTOM – 17/07/2018 – P 25

A culture based on diversity & entrepreneurship

34,500 employees worldwide Diversity in terms of gender, generation, nationality, social and cultural background targeted:

25% women in management or professional role by 2020 – Status: 20% in 2017/18


ALSTOM – 17/07/2018 – P 26

At constant perimeter and exchange rates. In accordance with IFRS 15.

FY 2018/19

• Sales to reach around €8bn

• aEBIT margin to reach up to 7%

MEDIUM TERM

• Outperform the market growth

• Gradually improve profitability

• Improve cash generation, with possiblevolatility over some short periods

Outlook


ALSTOM – 17/07/2018 – P 27

Board of Directors following the Shareholders’ Meeting1

A Board maintaining diversity and commitment

14 Directors

• Independence: 64% (9 independent directors, including 2 new independent)

• Gender-diversity

• 5 foreign nationalities

• Lead Independent Director

Note 1: Subject to shareholders’ approval of the proposed resolutions at the 17 July 2018 Annual Shareholder Meeting

Board’s Activity in 2017/18

• 8 meetings

• Attendance rate: 97%

• Ad hoc committee to review the combination with Siemens Mobility’s business:

- Audit Committee members and Yann DELABRIERE

- 4 meetings/ Attendance rate: 95%

IND

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ALSTOM – 17/07/2018 – P 28

Géraldine PICAUD

Sylvie RUCAR

Philippe MARIEN (representative of Bouygues SA)

Independence: 67%5 meetings

Attendance rate: 93%

Yann DELABRIERE(Lead Independent Director)

Candace BEINECKE

Sylvie RUCAR

Gérard HAUSER

Klaus MANGOLD



Sylvie KANDE DE BEAUPUY

Bi Yong CHUNGUNCO

Gérard HAUSER



Audit CommitteeNominations and

Remuneration CommitteeEthics, Compliance and

Sustainability Committee

Board of Directors’ Committees

3 Committees chaired by independent directors


ALSTOM – 17/07/2018 – P 29

Board of DirectorsResolutions 6 to 10

Renewal of Mr. Olivier BOUYGUES as director

Renewal of BOUYGUES SA as director – Representative: Mr. Philippe MARIEN(Audit Committee Member)

Renewal of Ms. Bi Yong CHUNGUNCO(independent; Ethics, Compliance and Sustainability Committee Member)

Nomination of Mr. Baudouin PROT (independent)

Nomination of Ms. Clotilde DELBOS (independent)

Corporate officer mandates

Laurent MARTINEZ – CFO

Financial results 2017/18


ALSTOM – 17/07/2018 – P 31

Income statement

In € million FY 2016/17 FY 2017/18% changereported

% changeorganic

Sales 7,306 7,951 9% 10%

Adjusted EBIT 421 51422%

Adjusted EBIT margin 5.8% 6.5%

Restructuring charges (6) (47)

Other charges (57) (86)

EBIT 358 381

Financial result (127) (91)

Tax result (76) (73)

Share in net income of equity investees 82 216

Minority interests from continued op. (14) (10)

Net income – Discontinued operations* 66 52

Net income – Group share 289 475

*Group share


ALSTOM – 17/07/2018 – P 32

Positive free cash flow at €128 million

• Cash Focus programme impact

• Transformation capex

Stable net debt

Increase of equity

Strong balance sheet

182

128

3.3 4.0

March 2017 March 2018

Equity(in € billion)

(208)(255)

March 2017 March 2018

Net cash/(debt)(in € million)

182 128

2016/17 2017/18

Free cash flow(in € milllion)


Siemens Alstom


ALSTOM – 17/07/2018 – P 34

... and participate in the transformationof the broader mobility market

Capacity to innovate

Leveraging rail attributes spreadingto other mobility modes (electrification, autonomous vehicles, shared mobility)

Critical mass of some of our nascent initiatives

Siemens Alstom : vision pour la future entreprise

Create a global player in the rail industry…

Growth

Efficiency

Innovation

Siemens Alstom: vision for the future company


ALSTOM – 17/07/2018 – P 35

26.8

15.6

8.1 7.5 6.8

4.4 4.3 4.0 3.4 3.22.0 1.8 1.5 1.0 1.0 0.9 0.8 0.4

CRRC Alstom+

Siemens

Siemens Alstom Bom-bardier

CRSC Hitachi Cater-pillar

GE Wabtec Stadler Thales CAF HyundaiRotem

Kawa-saki

Vossloh Pesa Talgo

Creation of a global leader in Mobility (1/2)

A global leader in Rolling Stock, Signalling, Services and Systems

Revenue of rail activities (€bn)

Last available financial year1

Note: 1 End of September 2017 for Alstom and Siemens – Source: Document ENote: 2 Announcement date Note: 3 Including revenue related to Rail Traction Drives business

3

Ongoing industry consolidation over recent years…

Year2

2016

Acquirer Target

Wabtec Faiveley

2015 Hitachi Ansaldo STS & Breda

2014 CRRC CNR & CSR

2014 Alstom GE Signalling

2012 Siemens Invensys Rail

2015 Stadler Vossloh Lokomotiven

2018 Wabtec GE Transportation


ALSTOM – 17/07/2018 – P 36

This combination with Siemens is the best fit for Alstom

Siemens has complementary footprint and strong positioning in railautomation

Alstom’s commercial dynamism and sound financial situation allow to seizethis opportunity

Leverage strengths of the Siemens Group as main shareholder

The governance will be well balanced

High value creation potential for shareholders

Strong financial profile

Creation of a global leader in Mobility (2/2)


ALSTOM – 17/07/2018 – P 37

Siemens Alstom combined company key figures

Rank second in global mobility industry

62,300 employees

Over 65 main sites

€59bn backlog

€16bn sales


ALSTOM – 17/07/2018 – P 38

High value creation potential for shareholders

€470m annual pre-tax EBIT savings, 4 years after closing

2 exceptional distributions, up to €8 per share to existing Alstom shareholders

€4 per share, after closingUp to €4 per share, after closing and in relation with the

exercise of the put options in Energy JVs with GE

Control premium (Distribution A) Exceptional distribution (Distribution B)

Procurement SG&A R&D and others


ALSTOM – 17/07/2018 – P 39

A governance well balanced

Combination of Alstom and Siemens mobility business (including traction drive) to createa new company Siemens Alstom:

• Listing in France on Euronext Paris

• Group headquarters in Paris Area

• Led by current Alstom CEO with Siemens controlling combined business


ALSTOM – 17/07/2018 – P 40

Future Siemens Alstom Board of Directors1

11 Directors with complementary skills

Separation of the offices of Chairman and CEO6 independent members (55%) and 5 women (45%)

Ralf P. Thomas2

CFO and memberof the Managing Boardof Siemens AG (2) members designated by Siemens

(3) CEO + members proposed by Alstom

Roland Busch2

CTO and memberof the Managing Boardof Siemens AG, as Chairman

Sigmar H. Gabriel2 Former German Minister of Foreign Affairs, as independent Director

Janina Kugel2

Chief HR Officer and member of the Managing Boardof Siemens AG

Christina M. Stercken2

Director of Ascom Holding AG, Landis & Gyr Group AG,and Ansell Ltd., as independentDirector

Mariel von Schumann2

Chief of Staff of Siemens AG and Head of Governanceand Markets

Henri Poupart-Lafarge3

currently Chairman and CEOof Alstom, as director and CEO

Yann Delabrière3

currently Lead Independent Director of Alstom, as independent Vice-Chairman

Clotilde Delbos3

Renault Executive Vice President and CFO,as independent Director

Sylvie Kandé de Beaupuy3

Group Ethics & Compliance Officer of Airbus group and current Alstom’s independent board member, as independent Director

Baudouin Prot3

Senior Advisor at Boston Consulting Group, as independent Director

IND

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Note 1: Subject to shareholders’ approval of the proposed resolutions at the 17 July 2018 Annual Shareholder Meeting and antitrust approvals


ALSTOM – 17/07/2018 – P 41

Future Siemens Alstom Board of Directors1

Resolutions 34 to 44

Appointment of Mr. Henri POUPART-LAFARGE (Director and Chief Executive Officer)

Appointment of Mr. Roland BUSCH (Chairman of the Board of Directors)

Appointment of Ms. Sylvie KANDE DE BEAUPUY (independent)

Appointment of Mr. Sigmar H. GABRIEL (independent)

Appointment of Ms. Janina KUGEL

Appointment of Ms. Christina M. STERCKEN (independent)

Appointment of Mr. Ralf P. THOMAS

Appointment of Ms. Mariel von SCHUMANN

Early renewal of Mr. Yann DELABRIERE (independent, Vice-Chairman of the Board of Directors)

Early renewal of Ms. Clotilde DELBOS (independent)

Early renewal of Mr. Baudouin PROT (independent)

Corporate officer mandates

Note 1: Subject to shareholders’ approval of the proposed resolutions at the 17 July 2018 Annual Shareholder Meeting and antitrust approvals


ALSTOM – 17/07/2018 – P 42

First half 2019

Indicative timetable

Some key milestones already achievedNote 1: As described in the Business Combination Agreement

Closing conditions:

• 28 May: MINEFI clearance (French State –foreign investment control)

• 29 May: confirmation from the AMF that no public mandatory tender offer will have to be filed by Siemens following completion of the contribution

• Approval by Alstom Shareholders’ meeting

• Siemens Mobility carve-out1

• Antitrust and other regulatory approvals (13 July: the European Commission has announced the transition from Phase I to Phase II)

Yann DELABRIERE – Independant Lead Director Chairman of the Nominations and Remuneration Committee

Nominations and Remuneration

© ALSTOM SA, 2017. Tous droits réservés. Les informations contenues dans le présent document sont fournies uniquement à titre indicatif. Aucune assurance ni garantie n'est donnée quant à leur exactitude ou leur exhaustivité, ni à leur application à un projet en particulier. Cela dépendra des circonstances techniques et commerciales. Les présentes informations sont fournies à titre d'information uniquement et sont susceptibles d’être modifiées sans avis préalable. Toute reproduction, utilisation ou divulgation à des tiers sans autorisation écrite expresse est strictement interdite.

ALSTOM – 04/07/2017 – P 44

Nominations and Remuneration Committee

Governance:

• Board and Committees composition, searchfor Directors

• Corporate governance matters, such asthe analysis of the way of working of the Boardand its Committees

• Succession plans

Remuneration:

• Compensation of the executive directorsand members of the Executive Committee

• Remuneration of Board members

• Global policy related to the employee share ownership plans

President: Yann DELABRIERE

AttributionsThe Committee issues recommendations, proposals and advice to the Board in terms of:

© ALSTOM SA, 2017. Tous droits réservés. Les informations contenues dans le présent document sont fournies uniquement à titre indicatif. Aucune assurance ni garantie n'est donnée quant à leur exactitude ou leur exhaustivité, ni à leur application à un projet en particulier. Cela dépendra des circonstances techniques et commerciales. Les présentes informations sont fournies à titre d'information uniquement et sont susceptibles d’être modifiées sans avis préalable. Toute reproduction, utilisation ou divulgation à des tiers sans autorisation écrite expresse est strictement interdite.

ALSTOM – 04/07/2017 – P 45

Nominations and Remuneration CommitteeActivity in 2017/18

Recurring activity

• Evaluation of the way of working of the Board and its Committees and review of governance topics

• Review of total remuneration elements of the Chairman & CEO and Executive Committee members

• Long Term Incentive Plan “PSP 2018” (Performance Share Plan)

• Preparation of an Employee Share Purchase Scheme, postponed due to the strategic context

Activity linked to the Siemens transaction

• Search for new Directors and interviewsof candidates

• Preparation of the post-Closing situationof the CEO and the Chairman of the Board

Committee activity in 2017/18

5 meetings - Attendance 96%

3 independent directors out of 5 (60%)


ALSTOM – 17/07/2018 – P 46

Nominations and Remuneration CommitteeActivity in 2017/18

“We are Alstom 2016” plan

Free distribution of 30 shares to each beneficiary announcedin September 2016

Delivery planned for September 2018for more than 27,000 employees worldwide

A huge recognition by the company, strongly supported by management


ALSTOM – 17/07/2018 – P 47

Pre-closing of the transaction Total reward policy for executive officersfor your approval vote (Sapin II law “ex Ante”) – Resolution 11 (1/2)

Elements Description

Yearly fixed remuneration Established for several yearsBased on external (practices of similar companies) and internal (years of service, responsibility…) factors

Variable remuneration Target at 100% of the fixed remuneration, possible variation in a range of 0% to 170%• Global performance (quantitative) objectives with a target of 60%• Individual (quantitative & qualitative) objectives with a target of 40%Starting fiscal year 2017/18, payment is subject to General Meeting’s approval

Performance Shares Granted on a yearly basis, in compliance with Afep-Medef code and General Meeting resolutionsShares acquisition after a 3-year vesting period, under performance conditions measured at the endof the 3rd Fiscal YearMandatory holding requirement of 50% of the granted shares for the duration of the mandate, cappedat 3 years of fixed remuneration

Fringe Benefits Company car, Health and Life insurance

Exceptional or multi-yearremuneration

No such remuneration per policy

During the mandate

Detailed elements of reward policy and actual remuneration are presented in the 2017/18 Registration Document (p179 and onwards).


ALSTOM – 17/07/2018 – P 48

Pre-closing of the transaction Total reward policy for executive officersfor your approval vote (Sapin II law “ex Ante”) – Resolution 11 (2/2)


Non competition No related provision

Severance indemnity Falling within the scope of related-party agreementsRelated parties agreement approved at General Meeting held on 5 July 2016

Pension Two Defined Contributions plans (Article 83 and Article 82 of the French General tax Code)One Defined Benefits plan (Article 39, frozen on 31/12/2016)

Performance shares No possibility to keep the last two non vested grants

After the mandate



ALSTOM – 17/07/2018 – P 49

Say on Pay 2017/18 – Henri POUPART-LAFARGE For your approval vote (1/3) - Resolution 12

Elements Amounts Description

Yearly fixed remuneration

€ 750,000 As per Board decision on 28 January 2016, no evolution

Variable remuneration € 1,072,500 Target set up at 100% of Fixed remuneration, from 0% to 170%

Fiscal Year 2017/18 – 143%

Global performance objectives evaluated 102.8% vs target 60%

Individual objectives evaluated 40.2% vs target 40%

Pay out linked to your formal approval

Fringe benefits € 4,435 Company car



ALSTOM – 17/07/2018 – P 50



Performance Shares

45,000 shares Upon 2 performance conditions measured after 3 years

1 internal conditions (adjusted EBIT margin)

1 external condition (Total Shareholder Return)

Delivery after end of FY 2020/21 – IFRS value 1,043 k€

Severance indemnity

No payment Compliant with Total remuneration policy

No change since 2015/16 (related parties agreement)



ALSTOM – 17/07/2018 – P 51



Supplemental Pension

Article 83€ 23,927

Article 82€ 71,774€ 221,292 (accrued)

Article 39No payment

Defined Contribution Plans:• Article 83 : no exit before pension age• Article 82 : no exit before end of mandate• Accrued potential pension since appointment as CEO ~€ 5,000, to be

served at retirement age

Defined Benefit Plan (Article 39):• Frozen on 31/12/2016• Pension to be served frozen at € 176,000 yearly (in constant €)• Accrued Defined Benefit Obligation (liability):

€ 5,641,000 of which € 1,091,806 for taxes



ALSTOM – 17/07/2018 – P 52

Post-closing of the transaction Total reward policy for the CEOfor your approval vote (Sapin II law “ex Ante”) (1/2) – Resolution 46


Yearly fixedremuneration

• Established for several years• Based on external benchmark and internal factors• Set at € 900,000 for Mr Henri Poupart-Lafarge after closing date

Variable remuneration

Target at 100% of the fixed remuneration, possible variation in a range of 0% to 170%• Global performance (quantitative) objectives with a target of 60%• Individual (quantitative & qualitative) objectives with a target of 40%Pay out is subject to General Meeting’s approval

Performance Shares • Granted on a yearly basis, in compliance with Afep-Medef code and General Meeting resolutions• Shares acquisition after a 3-year vesting period, under performance conditions measured on 3rd Fiscal Year• Mandatory holding requirement of 50% of the granted shares for the duration of the mandate, capped at 3

years of fixed remuneration

Fringe Benefits Company car, Health and Life insurance, unemployment insurance

Exceptionalremuneration

No exceptional or multi-year remuneration

During the mandate

Detailed elements of this reward policy are presented in the Document E


ALSTOM – 17/07/2018 – P 53

Post-closing of the transaction Total reward policy for the CEO for yourapproval vote (Sapin II law “ex Ante”) (2/2) – Resolution 46


Non competition 2-year non compete period, compensated by 2 years remuneration (average of last 3 fixed + variable remuneration)Covering all Ground transportation activities worldwideIn line with most recent Code Afep-Medef recommendations published in June 2018

Severance indemnity

No severance indemnity

Pension Two Defined Contributions plans (Article 83 and Article 82 of the French General tax Code)

Situation of Mr Henri Poupart-LafargeFinal closeout of Defined Benefits plan (Article 39, frozen on 31/12/2016), compensated by a discounted (20%) balance payment over 3 years, upon presence condition

Performance shares

Upon Board decision under specific rules (no early vesting, prorated basis…)

After the mandate



ALSTOM – 17/07/2018 – P 54

Post-closing of the transaction Total reward policy for the Chairmanfor your approval vote (Sapin II law “ex Ante”) – Resolution 47


Remuneration Fixed remuneration established at € 300,000 per year

Dr. Roland Busch, acting in the frame of his mission with Siemens Managing Board,will not receive this remuneration and no compensation elements will be re-invoicedto the Company

Board attendance fees No attendance fees nor variable remuneration


Géraldine PICAUD – Chairwoman of the Audit Committee

Audit


ALSTOM – 17/07/2018 – P 56

Attributions and operation: • Assistance to the Board of Directors in overseeing issues relating to the development and management of financial

and accounting information.

• The Committee is responsible for monitoring (i) the process according to which the financial information is developed, (ii) the efficiency of internal controls and risk management systems, (iii) the legal auditing of annual account statements and consolidated account statements as carried out by the Statutory Auditors, and the independence of such Statutory Auditors.

• Participation of the Chief Financial Officer, the Vice President of Internal Audit, the Group General Counsel, the Vice President Management Control and Statutory Auditors.

Audit CommitteeActivity in 2017/18

Created in 1998President: Ms Géraldine PICAUD since 2016

Audit Committee activity in 2017/18

• 5 meetings

• 93% attendance

• Composition: 2 independent members out of 3 (67%)


ALSTOM – 17/07/2018 – P 57

Audit CommitteeActivity in 2017/18

Review of the Statutory and Consolidated Financial Statements as of 31 March 2017 as well asthe half-year consolidated accounts as of 30 September 2017

Review of the Registration Document 2016/17

Review of the cash flow evolution, of the off-balance sheet commitments, of provisions and of accounting treatment of complex operations

Review of internal control procedures and related action plans

Review of the existing internal control procedures put in place and the internal control evaluation through annual evaluation questionnaire

Review of the risk map and the related action plans

Review of the internal audit activity and approval of the internal audit program for the following fiscal year

Review of risk exposure to which the Group is exposed (activities, contract execution, legal, risk, etc.)and risk management procedures

Review of the amount of fees paid out to the statutory audit firms during the fiscal year 2017/18and of the listing of pre-approved services performed within defined limits

Sylvie KANDE DE BEAUPUY– Chairwoman of the Ethics, Compliance and Sustainability Committee

Ethics, Compliance and Sustainability


ALSTOM – 17/07/2018 – P 59

Ethics, Compliance and Sustainability Committee

Attributions

• Ethics and Compliance- Review of the Group's policy and Code of Ethics

- Review of the organisation and procedures; opinion on action plans

- Review of identified risks; information on any noncompliant cases and corrective actions undertaken

• Sustainability- Review of the Group's policy (environment, human resources, stakeholders); evaluation of monitoring tools

- Risk mapping, action plans

Creation in 2010Chairwoman: Sylvie KANDE DE BEAUPUY since 2017

Ethics, Compliance and Sustainability Committee activity in 2017/18

• 3 meetings

• 100% attendance

• Composition: 2 independent members out of 3 (67%)


ALSTOM – 17/07/2018 – P 60

Ethics and Compliance and Sustainability in AlstomActivity in 2017/18

The Committee reviewed the activity of the management team and provided oversighton the implementation of the Company’s strategy in the compliance and sustainability fields

Ethics & Compliance • Successful ISO 37001 certification for its Anti-Bribery Management System

• Completion of obligations under December 2014 plea agreement with the US Department of Justice

• Increase in number of E&C Ambassadors to over 290 showing strong support throughout the Group

• Reinforcement of groupwide risk assessment

Sustainability• Strong improvement in the Dow Jones Sustainability Index

• Positive results in terms of workplace safety with, however, one fatality

• Record number of project submissions for Alstom Foundation

• Development of the Vigilance Plan as per the Duty of Vigilance Law

• Enhanced diversity and inclusion program

Edouard DEMARCQ – PricewaterhouseCoopers Audit

Auditors’ report


ALSTOM – 17/07/2018 – P 62

Combined Shareholders’ Meeting - Auditor’s Reports

Ordinary part ResolutionRegistration document

• Report on the statutory financial statements 1 p. 125

• Report on the consolidated financial statements 2 p. 105

• Special report on related-party agreements and commitments 4 and 5 p. 203

• Report by one of the statutory auditors, appointed as an independent third party, on the consolidated human resources, environmental and social information included in the management report

N/A p. 273

• Report on adjusted EBIT margin forecasts N/A p. 34

ResolutionNotice of meeting

• Supplementary special report on related-party agreements and commitments 45 p. 37


ALSTOM – 17/07/2018 – P 63

Combined Shareholders’ Meeting - Auditor’s Reports

Extraordinary part ResolutionNotice of meeting

• Report on the issue of share subscription warrants in consideration for contributions subject to the “spin-off” regime

14 p. 40

• Report on the issuance of shares or miscellaneous securities with or/and without maintenance of preferential subscription rights

20 to 27 p. 41

• Report on the reduction of the share capital 28 p. 43

• Report on the issuance of shares or securities giving access to the share capital reserved for members of a company savings plan

29 p. 44

• Report on the share capital increase reserved for a certain category of beneficiaries

30 p. 45

• Report on the authorization to make free allotments of existing or future shares 31 p. 46

Combined Shareholders’ Meeting

Summary presentation of the conclusions of the Appraiser of the spin-off (Commissaire à la scission)

July 17, 2018

English translation for information purposes only

Combined Shareholders’ Meeting - Summary presentation of the Appraiser of the spin-off findings

65

Table of contents

Mission of the Appraiser of the spin-off

Reminder of the key characteristics of the

contemplated transaction

Opinion of the Appraiser of the spin-off

Re-contribution of the shares to ALSTOM HOLDINGS

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Part 2

Part 3

Part 4

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Reminder of the key characteristics of the contemplated transaction


Re-contribution of the shares to ALSTOM HOLDINGS SA

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FINEXSI (in the person of Mr. Olivier Péronnet) was appointed as Appraiser of the spin-off (Commissaire à la scission) by order of the President

of the Commercial Court of Bobigny dated November 16, 2017 concerning the contribution of the Siemens “Mobility” business to ALSTOM SA

(contributions of shares under the French spin-off regime).

The contributions are part of the combination between ALSTOM SA and the “Mobility” business of the SIEMENS group (hereinafter, the

“Transaction”).

The mission of the Appraiser of the spin-off is defined by Articles L. 225-147 (value of the contributions) and L. 236-10 (consideration for the

contributions) of the French Commercial Code. This mission consists in:

– ensuring that the value of the contributions is not over-valued;

– verifying the relevance of the relative equity values assigned to the entities involved in the transaction; and

– verifying that the consideration for the contributions is fair.

We have carried out the procedures in accordance with the professional guidelines of the French National Institute of Auditors (Compagnie

Nationale des Commissaires aux Comptes) applicable to this mission.

Our reports are required by the provisions of the French Commercial Code applicable to the mission of the Appraiser of the spin-off and are

intended for the benefit of the persons referred to by French law. They meet the requirements of these regulations but not those of the German

or Luxembourg regulations.

Taking into account the structure of the Transaction which provides for two concomitant contributions (the French Contribution and the

Luxembourg Contribution - see slide 6), our work and our conclusions are the subject of a report on the value of the contribution and a report

on the consideration for the contribution for each of these two contributions (i.e., 4 reports),

– Our reports on the French Contribution and the Luxembourg Contribution, dated May 30, 2018, are provided in Appendix 6.1 (page 140)

to the “Information Document” registered with the AMF on June 6, 2018,

Our mission ends with the filing of our reports; it is not our responsibility to update our reports to take into account facts and circumstances

subsequent to their signing date. If no objection is raised, I propose to present a summary of those reports in the following slides.






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69

Reminder of the key characteristics of the transaction (1/4)Structure of the transaction

The Transaction will proceed in accordance with the Business Combination Agreement (“BCA”) entered into on March 23, 2018 via two

contributions of the shares held in three SIEMENS group companies, indirectly holding together the SIEMENS “Mobility” business made by two

SIEMENS subsidiaries to ALSTOM:

– the contribution of SIEMENS MOBILITY SAS shares by SIEMENS FRANCE HOLDING SAS (the “French Contribution”); and

– the contribution of SIEMENS MOBILITY GMBH and SIEMENS MOBILITY HOLDING B.V. shares by SIEMENS MOBILITY HOLDING SARL (the

“Luxembourg Contribution”).

These two contributions of shares are governed by the French spin-off regime. They are indissociable and will take place concomitantly.

In consideration for these contributions, ALSTOM will issue:

– 227,314,658 new shares, including (i) 8,505,619 shares to be subscribed by SIEMENS FRANCE HOLDING SAS in consideration for the

French Contribution and (ii) 218,809,039 shares to be subscribed by SIEMENS MOBILITY HOLDING SARL as consideration for the

Luxembourg Contribution; and

– 18,942,888 warrants to be subscribed by SIEMENS MOBILITY HOLDING SARL in consideration for the Luxembourg Contribution (it being

specified that equity warrants will be used as partial consideration solely for the contribution of the SIEMENS MOBILITY HOLDING B.V.

shares).

It is specified that the contemplated Transaction qualifies as a “reverse contribution”, i.e., a contribution at the end of which the contributing

entity takes control of the entity receiving the contributions since the two contributions, inseparable and taking place simultaneously, will result

in SIEMENS owning more than 50% of ALSTOM’s share capital on a fully diluted basis post-transaction.

These contributions will have a deferred effect, as the closing date will occur after all conditions precedent have been satisfied, including in

particular the completion of the carve-out of Siemens “Mobility” business and obtaining the regulatory authorizations from the competition

authorities.

At this date, the closing date could occur at the latest during S1 2019.


70

Reminder of the key characteristics of the transaction (2/4)

Carve-out of the Siemens “Mobility” business

As Siemens “Mobility” business, which is operated in over 60 countries, is not held by a separate sub-group within the SIEMENS group, a carve-

out process is currently underway in order to separate the Siemens “Mobility” business activities from the other activities of the SIEMENS group.

This carve-out consists in a transfer by SIEMENS of all the assets and liabilities related to its “Mobility” business to entities held directly or

indirectly by the companies:

– SIEMENS MOBILITY SAS, for the part of the Siemens “Mobility” business operated by Siemens entities in France (along with any French

and foreign subsidiaries and activities);

– SIEMENS MOBILITY GMBH, for the Mobility business mainly operated in (or related to) Germany, Austria, Switzerland, the United States,

the United Kingdom, Russia and Turkey; and

– SIEMENS MOBILITY HOLDING B.V., for all other countries.

The completion timetable for the 7 key countries (Germany, Austria, Spain, the United States, the United Kingdom, Switzerland and France),

representing approximately 80% of the revenues of the contributed activities, is presented in section 2.2 of our reports on the value of the

contributions.

On the date hereof, with respect to the 7 key countries, the carve-out has been completed for all countries except for Germany,

which is expected to be completed on 01/08/2018.

– Regarding this carve-out, it should be reminded that:

• the effective completion of this carve-out is a condition precedent to the closing of the Transaction subject to and as set forth in the

Business Combination Agreement; and

• in the event that the transfer of certain assets or shares would not have been possible at the completion date of the carve-out, a

cash contribution mechanism is provided for an amount equal to the total deferred acquisition price of the said assets or shares.


71

Reminder of the key characteristics of the transaction (3/4)Valuation of contributions

Luxembourg Contribution

Pursuant to Accounting Standards Authority’s Regulation n° 2017-01, the contributed shares are registered in the draft partial asset

contribution agreement at their book value, estimated at €4,496,498,358.

Taking into account prior restructuring operations, this value represents the fair value of the Siemens “Mobility” business in the countries

concerned, with the exception of the part of the business operated in Germany for which the historical net book value has been retained.

French Contribution

The book value of the French Contribution being lower than the par value of the capital increase issued for the consideration for this

contribution, the value retained, i.e., €231,141,816, is based on their actual value, in accordance with the exemption provided by the regulation

of the Accounting Standards Authority.


72

Reminder of the key characteristics of the transaction (4/4)

Consideration for the contributions

The consideration for the French and Luxembourg Contributions will comprise:

- the issuance of 227,314,658 new shares by ALSTOM SA with a nominal value of €7, i.e., a capital increase of €1,591,202,606 representing

no less than 50% of ALSTOM SA share capital on a fully diluted basis post-Transaction; and

- the issuance of 18,942,888 warrants conferring rights to subscribe ALSTOM SA’S shares representing an additional 2% of ALSTOM SA share

capital on a fully diluted basis (it being specified that such warrants will be solely issued as part of the consideration for the contribution of

the SIEMENS MOBILITY HOLDING B.V. shares). These warrants will be exercisable for 2 years at the end of 4-year period following the

closing of the Transaction.

Following the Transaction, the target allocation of ALSTOM SA’s share capital will be 49.33% for ALSTOM’s historical shareholders and 50.67% for

the SIEMENS group (before exercise of any dilutive instrument held by ALSTOM SA’s shareholders, and before exercise of the warrants by SIEMENS).

Adjustment mechanism

As the closing date of the Transaction is currently unknown, the parties have included in the Business Combination Agreement an adjustment

mechanism aiming to ensure that, on the closing date, the definitive relative equity values of ALSTOM and of the Siemens “Mobility” business will

be in line with the ownership of ALSTOM’s capital as agreed between the parties.






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74



On the basis of our work, we are of the opinion:

That the contribution values retained by the parties are not over-valued – the values determined by the parties, aswell as those determined by our multi-criteria approach, are higher than those set out in the draft partial assetcontribution agreements;

That the considerations proposed for the French and Luxembourg Contributions are fair, it being reminded that:

ALSTOM shareholders will benefit from an exceptional distribution of €4 to be borne economically by SIEMENS,which can be analyzed as a control premium.

For SIEMENS, it represents a takeover given the level of post-transaction ownership.

For both groups of shareholders, the Transaction should have an accretive effect on future earnings, eventhis accretion is limited for SIEMENS.

This accretion presupposes that the operational synergies expected from the combination subject to thecompetition authorities’ approval are achieved.

Relative values and ownership ratio determined by the parties

Alstom Stock Price Brokers' valuation Target

M€ Min Max Min Max Min Max Min Max ratio

ALSTOM 7,488 8,447 7,611 7,848 5,302 5,955 5,595 6,917

Relative weightings ALSTOM 49.91% 48.82% 48.14% 47.76% 48.00% 46.11% 46.28% 45.04% 49.33%

French Contribution 202 233 218 266 163 191 209 261

Luxembourg Contribution 7,313 8,621 7,982 8,318 5,581 6,767 6,287 8,180

SIEMENS 7,514 8,854 8,201 8,584 5,744 6,959 6,496 8,441

Relative weighting SIEMENS 50.09% 51.18% 51.86% 52.24% 52.00% 53.89% 53.72% 54.96% 50.67%

Trading MultiplesDCF





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76


The re-contribution of the shares received by ALSTOM SA as part of the French Contribution and the Luxembourg Contribution corresponds to

a share reclassification within the ALSTOM Group, which shall take place immediately after the completion of the contributions by SIEMENS.

The purpose of this re-contribution (hereinafter “the Alstom Contribution”) is to ensure that all the group’s subsidiaries will be held by ALSTOM

HOLDINGS SA.

M. Olivier Péronnet of FINEXSI was appointed as Appraiser of the spin-off (Commissaire à la scission) by order of the President of the

Commercial Court of Bobigny dated January 9, 2018 regarding this re-contribution to ALSTOM HOLDINGS SA (contribution of shares under the

spin-off regime) in order to:

– ensuring that the value of the contributions is not over-valued;

– verifying the relevance of the relative equity values assigned to the entities involved in the transaction; and

– verifying that the consideration for the contributions is fair.


The valuation of the Alstom Contribution corresponds to the valuation of the French Contribution and the Luxembourg

Contribution. It does not call for any comments from our part.

The consideration for the Alstom Contribution has been set on the basis of the relative values of the shares contributed under the

Alstom Contribution and of ALSTOM HOLDINGS SA :

– The relative value of the shares contributed under the Alstom Contribution was determined on the same basis as those used

for the French Contribution and the Luxembourg Contribution;

– The relative value of ALSTOM HOLDINGS SA was determined by transparency with the value of ALSTOM SA, it being reminded that

ALSTOM SA’s main asset is its 100% ownership of ALSTOM HOLDINGS SA, then adjusted to reflect ALSTOM SA’s specific items.

We have prepared, as of May 30, 2018, two separate reports (a report on the value of the contribution and a report on the

consideration of the contribution), the following conclusions:

the absence of over-valuation of the contribution; and

the fairness of the consideration.

Dialogue with the shareholders

Pierrick LE GOFF – General Counsel

Vote of the resolutions


ALSTOM – 17/07/2018 – P 79

ALSTOMCode Actionnaire

Voix AGOVoix AGE

YESYES NONO

The other keys are not active

ABSTENTIONABSTENTION

KEYS TO USE

Your voting pad is strictly personal

Its screen displays the number of your votes, which correspondto the number of shares you own and/or that you represent


ALSTOM – 17/07/2018 – P 80


Voix AGOVoix AGE

You must express your vote before the endof the countdown for it to be registered

The poll is open!

An electronic hourglass illustratesthe time allowed for voting

Vote within the set time...

As soon as the resolution comes up, the screen will display:


ALSTOM – 17/07/2018 – P 81


Voix AGOVoix AGE

Processing votes …

The results will appear on the screen after a few seconds

At the end of the countdown, the screen will display:

The poll is over!


ALSTOM – 17/07/2018 – P 82


Voix AGOVoix AGE

PLEASE return your voting pad on leaving the meeting___________________

You will be charged otherwise

PLEASE, switch off your mobile phoneduring the vote


ALSTOM – 17/07/2018 – P 83

1st resolution – Ordinary part of the Meeting

Approval of the statutory financial statements and operations for the fiscal year ended on 31 March 2018


ALSTOM – 17/07/2018 – P 84

2nd resolution - Ordinary part of the Meeting

Approval of the consolidated financial statements and operations for the fiscal year ended on 31 March 2018


ALSTOM – 17/07/2018 – P 85

3rd resolution - Ordinary part of the Meeting

Proposal for the allocation of the result for the fiscal year ended on 31 March 2018: €281,672,279.84

• To general reserve: € 203,898,614,99 - which amounts accordingly to €3,930,504,836.56

• To dividends: €77,773,664,85 (amount to adjust depending on shares number) - €0.35 per shareof €7 of nominal value, to be paid out in cash as from 24 July 2018


ALSTOM – 17/07/2018 – P 86

4th resolution - Ordinary part of the Meeting

Approval of a related-party agreement: letter agreement from Bouygues SA relatedto the strategic combination of Alstom and Siemens’ mobility business


ALSTOM – 17/07/2018 – P 87


Approval of a related-party agreement: engagement letter with Rothschild & Cie as financial adviser in connection with the strategic combination of Alstom and Siemens’ mobility business


ALSTOM – 17/07/2018 – P 88


Renewal of Mr. Olivier BOUYGUES’ appointment as a Director


ALSTOM – 17/07/2018 – P 89


Renewal of Bouygues SA’s appointment as a Director


ALSTOM – 17/07/2018 – P 90


Renewal of Ms. Bi Yong CHUNGUNCO’s appointment as a Director


ALSTOM – 17/07/2018 – P 91


Appointment of Mr. Baudouin PROT as a Director


ALSTOM – 17/07/2018 – P 92


Appointment of Ms. Clotilde DELBOS as a Director


ALSTOM – 17/07/2018 – P 93


Approval of the principles and criteria for determining, allocating and awardingthe fixed, variable and exceptional components of the total remuneration and benefits of any kind that may be granted to the Chairman and Chief Executive Officer for fiscal year 2018/19


ALSTOM – 17/07/2018 – P 94


Approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid or granted to the Chairman and Chief Executive Officer for fiscal year ended on 31 March 2018


ALSTOM – 17/07/2018 – P 95

13th resolution - Extraordinary part of the Meeting

Approval of the contribution (subject to the apport-scission regime) by Siemens France Holding of all the shares in Siemens Mobility SAS to ALSTOM and delegation of powers conferred to the Company’s Board of Directors for the implementation of said contribution


ALSTOM – 17/07/2018 – P 96


Approval of the contribution (subject to the apport-scission regime) by Siemens Mobility Holding S.à r.l. of all the shares in Siemens Mobility Holding B.V. and in Siemens Mobility GmbH to ALSTOM and delegation of powers conferred to the Company’s Board of Directors for the implementation of said contribution


ALSTOM – 17/07/2018 – P 97


Amendment of Article 2 of the by-laws relating to the corporate name of the Company


ALSTOM – 17/07/2018 – P 98


Amendment of Article 19 of the by-laws relating to the financial year


ALSTOM – 17/07/2018 – P 99


Amendment of Article 15 of the by-laws relating to the removal of double voting rights


ALSTOM – 17/07/2018 – P 100


Adopt new by-laws in full and article by article with effect as of the completion dateof the contributions and subject to such completion


ALSTOM – 17/07/2018 – P 101


Approval of the contribution (subject to the apport-scission regime) by ALSTOMto Alstom Holdings, its wholly-owned subsidiary, of all the shares contributedto ALSTOM under the resolutions 13 and 14 and delegation of powers conferredto the Company’s Board of Directors for the implementation of said contribution


ALSTOM – 17/07/2018 – P 102


Delegation of competence to the Board of Directors: Increase the share capital through the issue of shares with maintenance of the preferential subscription right, and/or through the capitalization of premiums, reserves, profits, or others (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 103

21st resolution - Extraordinary part of the Meeting

Delegation of competence to the Board of Directors: Increase the share capital through the issue of shares with cancellation of the shareholders’ preferential subscription right by way of a public offer and option to offer a priority right (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 104

22nd resolution - Extraordinary part of the Meeting

Delegation of competence to the Board of Directors: Increase the share capitalwith cancellation of the shareholders’ preferential subscription right by way of a private placement as described in paragraph II of Article L. 411-2 of the French Monetaryand Financial Code (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 105

23rd resolution - Extraordinary part of the Meeting

Possibility to issue shares in consideration for contributions in kind consistingof shares or securities giving access to the share capital (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 106


Delegation of competence to the Board of Directors: Increase the number of shares, to be issued in case of a capital increase, with or without preferential subscription rights pursuant to the resolutions 21, 22, 25, 26 and 27 (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 107


Delegation of competence to the Board of Directors: Set issuance price in the event of a share capital increase with cancellation of the shareholders’ preferential subscription right pursuant to the resolutions 21 and 22 within the limit of 10% of the share capital (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 108


Delegation of competence to the Board of Directors: Issue shares in the eventof a public exchange offer initiated by the Company with cancellation of the shareholders’ preferential subscription right (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 109


Delegation of competence to the Board of Directors: Issue shares of the Company,as a result of the issuance by subsidiaries of securities giving access to the Company’s share capital with cancellation of the shareholders’ preferential subscription right (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 110


Authorisation to the Board to reduce the share capital through the cancellation of shares


ALSTOM – 17/07/2018 – P 111


Delegation of competence to the Board of Directors: Increase share capital through issue of shares with cancellation of the shareholders’ preferential subscription rightto the benefit of members of a Company savings plan


ALSTOM – 17/07/2018 – P 112


Delegation of competence to the Board of Directors: Increase the share capitalof the Company with cancellation of the shareholders’ preferential subscription rightto the benefit of a category of beneficiaries


ALSTOM – 17/07/2018 – P 113

31st resolution - Extraordinary part of the Meeting

Authorisation to the Board of Directors to make free allotments of existing or future shares with cancellation of the shareholders’ preferential subscription right


ALSTOM – 17/07/2018 – P 114


Authorization to be given to the Board of Directors to trade the Company’s shares (only applicable outside public offer period)


ALSTOM – 17/07/2018 – P 115


Approval of exceptional reserves and/or premiums distributions (“distributions exceptionnelles de réserves et/ou primes”)


ALSTOM – 17/07/2018 – P 116


Appointment of Mr. Henri POUPART-LAFARGE as a director


ALSTOM – 17/07/2018 – P 117


Early renewal of Mr. Yann DELABRIERE as a director


ALSTOM – 17/07/2018 – P 118


Early renewal of Mr. Baudouin PROT as a director


ALSTOM – 17/07/2018 – P 119


Early renewal of Ms. Clotilde DELBOS as a director


ALSTOM – 17/07/2018 – P 120


Appointment of Ms. Sylvie KANDE DE BEAUPUY as a director


ALSTOM – 17/07/2018 – P 121


Appointment of Mr. Roland BUSCH as a director


ALSTOM – 17/07/2018 – P 122


Appointment of Mr. Sigmar H. GABRIEL as a director


ALSTOM – 17/07/2018 – P 123

41st resolution - Ordinary part of the Meeting

Appointment of Ms. Janina KUGEL as a director


ALSTOM – 17/07/2018 – P 124


Appointment of Ms. Christina M. STERCKEN as a director


ALSTOM – 17/07/2018 – P 125


Appointment of Mr. Ralf P. THOMAS as a director


ALSTOM – 17/07/2018 – P 126


Appointment of Ms. Mariel von SCHUMANN as a director


ALSTOM – 17/07/2018 – P 127


Approval of the commitments falling within the scope of Article L. 225-42-1of the French Commercial Code regarding the commitments madeto Mr. Henri POUPART-LAFARGE in some cases of termination of his term of office


ALSTOM – 17/07/2018 – P 128


Approval of the principles and criteria for determining, allocating and awardingthe fixed, variable and exceptional components of the total compensation and benefits of any kind payable to the Chief Executive Officer for the end of the fiscal year during which the completion of the contributions will fall pursuant to the resolutions 13 and 14 and, following the completion date of the contributions


ALSTOM – 17/07/2018 – P 129


Approval of the principles and criteria for determining, allocating and awardingthe fixed, variable and exceptional components of the total compensation and benefits of any kind payable to the Chairman of the Board of Directors for the end of the fiscal year during which the completion of the contributions will fall pursuant to the resolutions 13 and 14 and, following the completion date of the contributions


ALSTOM – 17/07/2018 – P 130


Authorization to implement the Shareholders’ Meeting’s decisions and completethe related formalities

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